Revenge of the Queen
by SeductiveSerpent
Summary: The Main Six (minus Twilight) go to a spa to enjoy themselves, only to find themselves at the mercy of Queen Chrysalis! She intends to kill them all at first, however she decides to exact her "revenge" on them...


**AN: I decided to do a MLP: FiM fanfic that's been rattling around my mind for a while, enjoy!**

**Disclaimer: I. OWN. NOTHING!**

In Ponyville, Rarity was leading Rainbow Dash, Applejack, Pinkie Pie & Fluttershy towards the Day Spa, "It's about time us girls got some time alone!", she said as the small group of friends made their way down the street.

"Yeah, and what better place than the Spa!", Pinkie squealed while hopping around the group, "It was a good idea...", Applejack smiled, "It's too bad Twilight couldn't come...", she finished with saddened tone.

"Applejack darling, she's a Princess now, she as her duties & responsibility's to tend to..."

"I don't see why I had to come...isn't this Rarity & Fluttershy's get-together?", Rainbow Dash complained as she hovered over the group, "Oh Rainbow Dash, we all need to relax once in a while...and I thought it would be nice...", she said while giving her a small smile, RD sighed, "Fine, but I'm _NOT_ getting any hooficures!"

Everyone giggled as they entered the Day Spa, the two spa ponies were quick to greet them all, "Ahh, Lotus and Aloe! My friend's and i have come for the usual..."

"Actually, we we're hoping if you would try out our new mental regimen...", Lotus replyed.

"It's a special therapeutic process that help's soothe the mind, our newest member...", Aloe continued before another purple female Unicorn made her way into the room, she was very tall, about the same height as Princess Luna, Her tail and mane long and flowing dark blue, "Welcome, name Amor Drainer, I am the creator of this therapeutic massage...", she explained to the group with a bow. Rainbow Dash eyed the pony suspiciously, "What kind off massage?"

Amor smiled as her horn started glowing a light blue, "A special spell that allows your mind to experience your own desire's within your own mind".

Rarity and Pinkie Pie looked intrigued, but Fluttershy, RD & Applejack were suspicious, "I'm not sure...is it safe?"

"But of course! How would you like to soar through space itself...", she elaborated, catching RD's attention,"...or travel to the moon? All that can possible with my spell!"

"WOW, that sound's awesome! I wanna try!", Pinkie Pie shouted before rushing into the room before anyone could stop her, Lotus following her, "I don't know...", Fluttershy regarded Amor, "It looks very expensive."

"I'll tell you what!", Aloe smiled, "We'll let you try it for free the first ten minutes. If you want to stay longer, then we'll charge you."

"Sounds like a good deal!", Rarity said before walking in, "Come on girls!"

"Okay, I guess ten minutes wouldn't hurt.", RD said as she flew into the room, "And that's three! How about the rest of you?", Amor asked while turning to the rest.

"Well, let's give it a try.", Applejack nodded as Fluttershy simply followed her into the room.

Several massage beds were in the room, all arranged in a circle, Pinkie and RD were already laying on their back's, "Alright, everypony! Just lie down and relax...", Amor smiled as everyone lied down into one of the bed's, "Now, is everypony comfortable?", Amor asked, they all nodded them. "Good, now do as I say: relax, take a deep breath, and open your mind..."

They all did as they were told, Amor's horn started glowing as the spell took place, the aroura emitted from her horn, enveloping everyone's mind's in the mystical glow, as they felt the magic touching their mind's, they felt a small twinge of pleasure before their eye's became heavy and they slowly fell into a deep sleep...

Amor: "And so it begins..."

* * *

The moment the group woke up, they found themselves in a peaceful, lush grassy field, "Woah, this...feel's so...real...", Rarity said as her friend's looked around, "So we just think up what we want here right?", RD asked before closing her eye's and focusing, almost immediately a brown cloud appeared over her head and started raining on her, she opened her mouth and tasted the rain, "It's Apple Cider!", she gleefully shouted before laying on her back and drinking more, Pinkie Pie quickly follower suite and created and cloud of cotton candy with chocolate rain.

"Mmmm, this is awesome!", she said before the cloud's abruptly vanished, "Wait, what the?!", RD shouted before the grassy field became a swirling vortex, "Huh?", everyone gasped, "What's going on!?", Fluttershy shouted before the scenery changed into a dungeon, the group shouted quickly ran towards the gate, only for Amor and the spa pony's to appear in the entrance, "Sorry, but your not going anywhere!", she shouted before zapping all with her magic, all 5 pony's were slammed against the wall, "It's about high time I got my revenge on you!"

"W-Why are y-you d-d-doing th-th-this?", Fluttershy asked as she fearfully hid behind Pinkie Pie, "Yeah! We never did anything to you!"

"Oh, com'on now, even my NAME should have given me away!", she shouted while laughing evilly as her horn started glowing green.

Rarity though for a moment,"Her name? Amor Drainer...mean's "Love Drainer" in Latin!", she finished in shock and glared at 'Amor', "Your...Queen Chrysalis!"

"Bingo.", 'Amor' smirked before a green fire enveloped her body as she transformed into her true form, "...and this you don't have the element's OR Twilight to save you!", she cackled evilly as the the spa pony's slowly approached them, their eye's glowing green.

RD growled before smiling, "You forgot one thing! We're in control here too!", she shouted before creating a thunder cloud out of thin air and kicking at her, Rarity quickly followed up with a beam of magic...only for both to vanish upon contact, "Ah ah ahhhhhhh, this is world!", Chrysalis smirked, "And I have absolute control over this world. You are at what is laughingly referred to as my mercy."

"Well that may be...but we won't go down without a fight.", Applejack shouted as she and Pinkie got ready to fight,

"Works for me.", Chrysalis chuckled before her eye's and horn glowed, "Now fight!"

Pinkie turned to Applejack and tackled her to the ground, "I'll break you like the fourth wall, and that's a Pinkie promise!", she shouted as she wrestled her to the ground

"Girl's STOP!", RD screamed as she and Rarity charged at them, only for Lotus and Aloe to tackle them to the ground, Fluttershy could only hide in the corner, tear's welling up in her eye's, "P-P-Please girls, stop..."

"They can't, or won't.", Chrysalis watched the two pony's wrestle one another, "I am in control of everything, even their minds. Pinkie and Applejack now think they're mortal enemies.", she watched as Applejack struck Pinkie hard on the side of the face, "P-P-Please, s-s-stop this!", Fluttershy shouted over the fighting, "You're best friends! You love eachother!"

"They do, do they?", Chrysalis raised an eyebrow, "Well why didn't you tell me?", she giggled before her eye's and horn glowed once more, Pinkie and Applejack were in a death lock when all off a sudden they stopped. RD and Rarity smiled as they thought their friend's had broken free of Chrysalis' control, Pinkie and Applejack smiled at eachother for a moment, before they broke into a passionate kiss, their tongue's wrestling for dominance over the other, "W-W-What in the hay are they doing?!", Rarity screamed. RD's jaw dropped as her wing's sprang open.

"You said they loved one another.", Chrysalis smirked, "I just wanted to see for myself."

"You sicko! Change them back NOW!", RD screamed as she struggled to get free Lotus' grip, "Oh please, I'm going to kill you anyway, but why not humiliate you a bit first?", Chrysalis looked behind RD, she followed her gaze to find Aloe on top of Rarity, shoving her hoof into her pussy as she licked her horn, Rarity could only moan softly as Aloe molested her. RD glanced over to see Fluttershy furiously fingering herself as she watched the display, little moans escaping from her lips as her wing's sprang into a wing-boner.

RD's mouth was wide open in surprise, "Grrrr...stop this NOW!", she shouted while glaring back at Chrysalis, and received another jolt of magic from Chrysalis', "OW!", she groaned before glaring at her captor, only to Fluttershy was up against the Changling Queen's rear, happily licking her pussy, Chrysalis smiled as she moaned out in pleasure , "Ohhhhh...this is nice. Maybe I won't kill you right away...", she said before letting out a little groan.

"You pervert!", RD shouted with a disgusted look on her face.

"Oohhh...", Chrysalis groaned, "You're just angry because we haven't invited you to play.", she giggled before her eye's and horn glowed once more, RD was about to say something when a weird feeling came over her. Suddenly, she wanted to do nothing more than to pleasure Chrysalis, as Lotus got off her, as if she was the most beautiful thing in the world..."NO!", she screamed out as she shook her head, trying to resist, "I w-w-won't...l-l-let you...w-won't let..."

Despite her best effort's, RD was forced to succumb to Chrysalis as her wing's sprang into a wing-boner and dopy perverted grin spread across her face, she walked up to Chrysalis, and started sucking on her clitoris as Fluttershy licked her pussy, Chrysalis lied on back on the floor as the two pony's continued eating her out, "Oh yeah, you two sluts!", Chrysalis moaned as she was pleasured.

Meanwhile Rarity let out a loud scream as sparkle's erupted from her horn, Aloe moved her mouth from Rarity's now saliva-covered horn, and turned her over so she was on her back, and began licking her cunt, causing her to giggle slightly as she was eaten out, "Oohhhh yessss!" Rarity screamed as she grinded her pussy in Aloe's face. As Aloe eagerly licked Raritv's clit, she felt Lotus' slender hoof's wrap around her waste, Lotus pulled Aloe's legs and didn't waste anytime and started licking up and down the length of Aloe's pussy lips, Aloe moaned in appreciation, and ate out Rarity even faster.

Meanwhile, Applejack and Pinkie had locked tightly in the 69 position on their sides, Applejack licked Pinkie's cunt, her juices tasting surprisingly sweet, almost like sugar, Pinkie was doing the same, her tongue caressing Applejack's cunt, tasting the delicious fluids as they flowed from her, "Oh yes! Yes! That's it! I'M CUMMING!",Pinkie screamed as she came, "Ohhhhhh sweet Celestia!", Applejack cried out as she came on Pinkie's face. Both their faces became glistening wet as they both finished her climax. The two slowly let go of one another, each of their faces smelling of either apple cider or sugar, "that...was...amazing...", Pinkie moaned out.

The two then heard Rarity moaning, and saw their friend being oralled by her partner Aloe while she was being licked by Lotus, "Mmmm, they look like their having fun...", Pinkie giggled as she licked the excess cum off her mouth suggestively, "Yeah, what do ya say we "help" them out?", Applejack smirked. With a giggle and a nod, the two decided to join in. Applejack sat down on Rarity's smooth stomach and started kissing her passionately, Rarity sighed in contentment as the earth pony's tongue danced with her's. Pinkie got down between Lotus' legs, rubbing her hoof up and down her thighs.

Lotus squirmed in anticipation as Pinkie moved her head between her legs, "Ready for the _real_ party?", she whispered seductively, her breath washing over her moist cunt. Lotus' whole body shivered as Pinkie began her work, she started sucking on Lotus' clit, much to her delight causing her eat Aloe out faster. Rarity screamed into her and Applejack's kiss as she had her second orgasm, Aloe's face becoming glistening with her pussy juice, then she herself came a split second later, Lotus came next as Pinkie's tongue worked on her sensitive pussy.

Meanwhile, Chrysalis was still being eaten out by Fluttershy while she thrusted her hoof painfully in and out of RD's cunt, but RD enjoyed it regardless. Fluttershy plunged her head deeper between Chrysalis's legs, oralling her and licking her bitter sweet cunt for all it was worth. At the same time she rubbing her clit so she could have the same experience, "Oh yeah! Come on! Harder! Serve your Queen!", Chrysalis commanded. Fluttershy happily complied, licking her pussy faster. Chrysalis increased the tempo on RD's pussy, "Ohhhhh! Ohmygosh, ohmygosh, ohmygooooosh!", she groaned in pain and pleasure as her mistress forced her to cum, drenching her hoof in her juices. "Yessss! Oh yessss good girl!", Chrysalis screamed out as Fluttershy continued sucking on her clit, finally bringing her to an orgasm. Fluttershy happily lapped up all the juices that flowed from her cunt, "Ohh, that is good..." Chrysalis moaned...

With a quick thought, she changed the dream reality, RD gasp loudly as she a new sensation, she looked between her own haunches, finding a large, fully erect stallion cock there, "That's enough, Fluttershy.", Chrysalis instructed, the shy pony got out of the way as the Changeling Queen spread her legs out wide, "Now fuck me!", Chrysalis commanded.

"You got it!", RD smirked as she drove her new cock into her, Chrysalis screamed in pleasure, "Harder! Faster!", RD complied, bucking her hips forward and back, jamming her cock in into her mistress at high speed,"Oh yeah!", the Changling Queen shouted as her insides were violated.

"What about me?", Fluttershy whined as she watched the display while fingering herself, "Come here girl.", Chrysalis said as she licked her licked her lips. "Let me return the favor.", Fluttershy smiled as she wiggled her flank and positioned herself over Chrysalis' face, "Oh yessss!", Fluttershy moaned out as she felt Chrysalis tongue caressing her sensitive pussy,"O-o-ooh yes! Please more!", she moaned out as she was brought to another orgasm, Chrysalis happily lapping up the pony's cum. Tired out, the yellow Pegasus fell over resting on the floor while RD continued to pound into her mistress, "HARDER!", Chrysalis screamed, RD simply held her right legs as she straddled the left, bucking forward, jabbing her large cock into Chrysalis's cunt again and again, the feeling of her cock throbbing and pulsing hard sending her over the edge.

RD started going faster, pumping into the Changling Queen as her eyes rolled back into her head, "YES I CAN FEEL IT, I'M CUMMING!", she screamed out a she reached her climax, pushing herself as far as she could go into her Queen before shooting her hot seed into her, Chrysalis screamed as she reached her own climax, covering RD's cock with green cum,"Mmmmm, you're not to bad, maybe I'll keep as a pet after I kill the rest..." , she mused to herself as she watched Rarity, Applejack, Pinke, Lotus, & Aloe continued to pleasure eachother...

However all off a sudden, several cracks appeared in the ceiling before breaking open as blue beam of magic blasted through it. The light died down revealing...

"PRINCESS LUNA!?", Chrysalis shouted in shock as she got on her leg's, throwing RD off her, her horn glowing fiercely...only for her body to disappear.

The Princess of the Night simply smirked before her horn started glow, causing the entire world to vanish into nothingness...

* * *

Chrysalis received a bit of a mental jolt as she was rocketed back to the real world, then she looked at her neck to see Twilight with her glowing horn pressed hard against it, "Don't. move.", Chrysalis scowled and looked to see Princess Luna was in the center of the room, her horn emitting magic, slowly the pony's woke up, each of them seeming drained, "Girls, are you hurt?", Twilight asked. However it was this lapse of concentration that Chrysalis was waiting for, "Yah!" She kicked Twilight in the face, sending her flying into Luna his back. Chrysalis was then off like a shot, flying over the spa pony's and out the door.

"Oh no you don't!", Luna shouted as twilight got off her, "You see to your friend's well-being, I shall pursue the Changeling Queen!", she said before flying after Chrysalis, Twilight went up to RD first, "Are you all right?"

"Yeah I think so.", RD said shaking her head, "I thought you were busy with that meeting?"

"It turn's out the invitation was false, Chrysalis wanted to lure me away before she got to you.", Twilight explained, "I was lured into a Changeling ambush, I just barley escaped and rushed back to ponyville! Are you all alright? What did she do to you ?", all the girls looked at eachother and blushed, still having full memories of what they did in dream world.

Fluttershy answered Twilight's question first, "Nothing important..."

Twilight: "Are you sure? You all look a little flustered..."

"Please don't make us explain it...", Pinkie said as Twilight looked at everyone blushing red as a tomato while trying to avoid eye-contact with eachother, Twilight quickly put two and two together and blushed herself, "Oh..."

THE END.


End file.
